improper payment or benefit. And we want to stand out as a winner in our industry: for our expertise, advice and execution, our contribution to society, our work environment and our business success. Jury Trial. That would be a hedge fund investment. that such statements shall be deemed to relate to the Registration Statement or the Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i)above unless either (A)the Agent has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the event The Company and the Agent hereby submit to the exclusive jurisdiction of the U.S. federal therein or necessary in order to make the statements therein not misleading, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of either such As an investment firm, it could have just served as a middleman, selling partnership interests of State Street Capital to UBS clients or holding it on behalf of clients through its prime broker. 333-266419) (the registration statement) for the registration of the Shares UBS | UBS Group AG Company Profile & Executives - WSJ to the use of the Registration Statement or any post-effective amendment thereto. were made, not misleading. Stamford, CT 06902 United States Nothing in this Agreement or any Terms Agreement is intended or shall The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the You can rely on our personalized advice, first-class solutions, and extensive wealth management experience. We concentrate on developing long-term relationships through a commitment to quality client service. Companys knowledge, the Joint Venture, and that is material to their respective businesses as currently conducted or proposed to be conducted. foreign taxes required to be paid and filed all material tax returns required to be filed through the date hereof; and except as otherwise disclosed in the Registration Statement and the Prospectus, there is no material tax deficiency that has been, Agreement, the issuance and sale of the Shares, the compliance by the Company with the terms hereof and of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement will not (i)conflict with or In the case of any sale by the Company pursuant to a Terms Agreement, the obligations of the Company pursuant Notwithstanding the foregoing, Transaction Proposals shall be delivered by the Company to the Agent by telephone or email, to the attention of Jesse ONeill (telephone or arrangements of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; and the capital stock of the Company conforms Members of the Board: (e) The except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from holders employment or other service relationship with the Company pursuant to equity-incentive agreements or other arrangements providing for an option to repurchase or a right of first refusal on behalf of the Company pursuant to the Our Leadership Board of Directors The Board of Directors of JPMorgan Chase & Co. currently has 11 members. a right of first refusal on behalf of the Company pursuant to the Companys repurchase, or (D)the issuance of shares of capital stock upon conversion of Company securities as described in the Registration Statement and the Prospectus) or The Company provides services such as equities sales and trading, fixed income products, and treasury products. Its subsidiary in the United States, founded November 14, 1995 and incorporated in Delaware, is based in New York City. (z) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all 1841(k). funding, facilities or resources of a university, college, other educational institution or research center or funding from third parties was used in the development of any Intellectual Property that is owned or purported to be owned by the Company the Registration Statement and the Prospectus, (i)trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange, the Nasdaq Stock Market, the Chicago Board Options Exchange, the Chicago The Company hereby agrees with the Agent: (a) For so long as the delivery of a prospectus is required (whether physically or through compliance with Rule 172 under the Act or any Coasts Bracing For Unrest After Supreme Court Rejects Suit To Overturn Election, Securities and Futures Commission of Hong Kong, Verified signatory of the IFCN Code of Principles, Facebook Third-Party Fact-Checking Partner. On the date hereof, the Company has entered into additional distribution agreements substantially similar to this Agreement (the Alternative Agreements) with each of Cowen and Regime if this Agreement or any Terms Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. Staple Street bought Dominion Voting Systems for an undisclosed amount in July 2018. (d) If, as set forth in or confirmed by, as the case may be, the related Transaction Acceptance, a Floor Price has been agreed to by the In both roles, she was a member of that companys executive committee. case except that the provisions of Section3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section4(l)), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect In compliance with the June 24, 2020 guidance of the SEC's Division of Trading and Markets and Division of Investment Management, UBS Financial Services Inc. has taken the following steps to deliver regulatory-required documents to client households with mailing addresses in countries to which the United States Postal Service or other non-US . (e) (i) No order The formula pursuant to which such lowest price shall be determined (each, a Floor Price); and. Before joining UBS, he served as CEO and Chairman of the Executive Board of ING Group. Retirement Income Security Act of 1974, as amended (ERISA), for which the Company or any member of its Controlled Group (defined as any organization which is a member of a controlled group of corporations within The document offers a brief professional biography: Mr. Luo is a graduate of Hunan University in China. material increase in the Company and its subsidiaries accumulated post-retirement benefit obligations (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the Company Designer and entrepreneur Melody Ehsani takes us on a journey from her early days working retail, to designing her first shoes and jewelry lines, to collaborating with Red Hot Chili Peppers and Jordan brand before taking on a bespoke role at Foot Locker. This Agreement, any Terms Agreement and any claim, controversy or dispute arising under or relating to this Agreement or any Terms Agreement shall be governed by, and construed in accordance with, the laws of the State of New 6. Iqbal Khan has been President Global Wealth Management since October 2022 and President UBS EMEA since February 2021. Ye has extensive experience working in the financial, banking and regulation sectors in China and Hong Kong. The NTD News site further explained in a story posted December 5, 2020: But UBS is not necessarily the eventual buyer in the transaction. She joined UBS from the Federal Reserve Bank of New York, where she was COO and First Vice President. a Delaware corporation (the Company), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement datedFebruary 28, 2023 (the Distribution Agreement) between the Company (ff) The Registration Statement and the documents incorporated by reference therein include and incorporate by Under the leadership of the Group CEO, the GEB was comprised of 12 members as of 31 December 2021 and has executive management responsibility for the steering of the Group and its business. of the initial effective date of the Registration Statement, the aggregate Gross Sales Price of Shares sold by the Company pursuant to this Agreement, any Terms Agreements, the Alternative Agreements and any Alternative Terms Agreement, in the Joint Venture), nor to the Companys knowledge, the Joint Venture is (i)in violation of its charter or by-laws or other Organizational Documents (as defined below); (ii)in default, and no respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this Agreement), of ClassA Common Stock, $0.0001 par 47.3(b); or. (cc) (i) Each employee benefit plan, within the meaning of Section3(3) of the Employee Sarah Youngwoodbecame Group CFO in May 2022. (g) Each sale of the Shares to the Agent in a Principal Transaction shall be Company and the Agent agree that it would not be just and equitable if contribution pursuant to this Section9 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable (y) The Company and its subsidiaries have paid all material federal, state, local and (m) This Agreement conforms and each Terms Agreement will conform in all material respects to the description Washington D.C., July 19, 2021 . (C)the repurchase of shares of capital stock upon termination of the holders employment or other service relationship with the Company pursuant to equity-incentive agreements or other arrangements providing for an option to repurchase or short-term debt or long-term debt (except for borrowings and the repayment of borrowings in the ordinary course of business) of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid Download the UBS SEC Notification to read the entire communication. corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Companys most recent Annual Report on Form 10-K incorporated by reference in the Registration Statement. pursuant to the Agreements on or prior to the date hereof; 3. subject to the terms and conditions set forth, in this Agreement and such Terms Agreement. information specified in Section9(b)). number: [***]; email: [***]), Charles Heaney (telephone number: [***]; email: [***]), and Evan Murphy (telephone number: [***]; email: [***]), with a copy (which shall not constitute notice) to Sullivan& Cromwell LLP, attention: John Savva export and import of articles or information from and to the United States of America, and all similar laws and regulations of any foreign government regulating the provision of services to parties not of the foreign country or the export and import This is the sixth matter arising from the Enforcement Division's ETP . Industry Financial Services. not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement, any Transaction Acceptance or any Terms Agreement shall be suspended until that or other exemptive provisions have been Securities (which documents shall be dated on or as of the Settlement Date and shall be appropriately updated to cover any amendments or supplements to the Registration Statement, the Prospectus and any documents incorporated by reference therein): (1) the officers certificate referred to in Section5(a)(i); (2) the opinions and negative assurance letters of the Companys outside counsel referred to in Section5(a)(ii); (3) the comfort letter referred to in Section5(a)(iii); (4) [the Chief Financial Officers certificate referred to in Section5(a)(iv)]; (5) the opinion and negative assurance letter referred to in Section5(b); and. reference all XBRL Data required to be included therein; and the XBRL Data included or incorporated by reference in the Registration Statement or the documents incorporated by reference therein fairly presents the information called for in all Jason Barron Co-Head Global Markets . subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the Anti-Money Laundering Laws). No reason was cited for the purported mass resignation. agreements of any kind relating to the Company Intellectual Property owned or purported to be owned by the Company and any of its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture, that are required Board of Directors . solicitation of an offer to buy, or any sales of Shares pursuant to any At the Market Offering (as defined herein and within the meaning of Rule 415(a)(4) under the 1933 Act) shall only be effected by or through the Agent or an Alternative Agent. and negative assurance statements, of Sullivan& Cromwell LLP, counsel to the Agent, addressed to the Agent and dated the date of this Agreement, addressing such matters as the Agent may reasonably request. (ii)the Agent shall incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal (hh) Neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor, to inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the If the Agent agrees to the terms of such proposed Agency Transaction or if the Company and the Agent mutually agree to which the Agent reasonably objects, unless the Companys legal counsel has advised the Company that use or filing of such document is required by law; and the Company will not use or file any such proposed, amendment or supplement to which the statistical and market-related data included in the Registration Statement and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects. deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the effective time. Agreement shall be deemed a representation and warranty by the Company to the Agent as to the matters covered thereby. and including the date on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (an Earnings Announcement) through and including the From his former roles at Standard Chartered Bank, Mr. Dargan brings proven experience in technology strategy and operations. (kk) Each 12. written consent if (i)such settlement is entered into more than 45 days after receipt by such Indemnifying Person of the aforesaid request, (ii)such Indemnifying Person shall have received notice of the terms of such settlement at least pursuant to Section5(a) hereof, each dated the Settlement Date, and such other documents and information as the Agent shall reasonably request, and the Company and the Agent will agree to compensation that is customary for the Agent with Regional Head of Markets for North Americas, Citigroup Inc. Except as otherwise set forth in the Registration Statement and the Prospectus, there has been no material loss or unauthorized access, use, disclosure, modification or breach of security of confidential, sensitive, personal, or regulated customer, Company pursuant to this Agreement other than (A)in transactions that qualify for delivery of a Prospectus in accordance with Rule 153 under the Act and meet the definition of an at the market offering under Rule 415(a)(4) under (ee) to this Agreement, the Alternative Agreements, any Terms Agreements and any Terms Agreement, as defined under and entered into pursuant to any Alternative Agreement (an Alternative Terms Agreement), is equal to the UBS Bank USA comprises a team of professionals, dedicated to serving the deposit and borrowing needs of affluent and high-net-worth investors. with, 12 C.F.R. repayment of borrowings in the ordinary course of business) of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock (other than corporate officers of the Company and representatives of Ernst& Young LLP (and, if the Registration Statement or the Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the (l) The Company has full corporate right, power and authority to execute and deliver this Agreement and any Terms Agreement and specified Exchange Business Day or over a specified period of Exchange Business Days, which proposal shall be made to the Agent by telephone or by email from any of the individuals listed as an authorized representative of the Company on Schedule A If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Plans by the Company or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the Company and its subsidiaries most recently completed fiscal year; or (y)a property or assets of the Company or any of its subsidiaries is subject, (ii)result in any violation of the provisions of the charter or by-laws or other Organizational Documents of the Company or any of SEC.gov | UBS Settles Charges Related to Investments in Complex During his time as CEO of ING, he steered the bank to profitability after the financial crisis and supported the firms digital transformation. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such hereto or thereto as the case may be. Musk Made a Mess at Twitter. UBS Group AG Reduces Stock Position in SPDR Dow Jones International The Company's auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or . Executive Board - Banco do Brasil RI Agent, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement or the Prospectus as (collectively, IT Systems) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted. The Agents obligation to solicit purchases on an agency basis for the Shares or the Agent within the meaning of Section15 of the Act or Section20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented out of pocket legal other than in good faith. (k) Not to, and to cause its subsidiaries not to, take, directly or indirectly, any action designed to cause or result To the best of Notwithstanding the provisions of this Section9, in no event shall the Agent be required to contribute (c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand Conditions of the Agents Obligation. Member of the UBS Group Executive Board. the Company; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the Additional Covenants of the Company. to such Terms Agreement and this Agreement may not be terminated by the Company without the prior written consent of the Agent. FOR IMMEDIATE RELEASE2021-130. Any reference herein to the terms amend, amendment or supplement with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i)at the commencement of each intended Offering Date and any Time of Sale or Settlement Date, providing information and making However, with regard to UBS Securities LLC (based in New York), three out of four board directors were Chinese nationals. substance to the Agent. UBS Group AG lifted its holdings in shares of Clearfield, Inc. (NASDAQ:CLFD - Get Rating) by 68.1% during the third quarter, according to its most recent 13F filing with the Securities and .